MORELLIS NONA II INC
NT 10-K, 1996-09-27
MISCELLANEOUS AMUSEMENT & RECREATION
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                           Notification of Late Filing

                                                  Commission File Number 0-18377

         (CHECK ONE):               X   Form 10-K and Form 10-KSB
                                   ---
                                   ---  Form 11-K
                                   ---  Form 20-F
                                   ---  Form 10-Q and Form 10-QSB
                                   ---  Form N-SAR

         For period ended           June 30, 1996
                                   --------------------------------------------

         ---   Transition Report on Form 10-K and 10-KSB
         ---   Transition Report on Form 20-F
         ---   Transition Report on Form 11-K
         ---   Transition Report on Form 10-Q and Form 10-QSB
         ---   Transition Report on Form N-SAR

         For the transition period ended---------------------------------------

          Nothing in this form shall be construed  to imply that the  Commission
has verified any information contained herein.

          If the notification  relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:



                                     PART I
                             REGISTRANT INFORMATION

         Full name of registrant         Nona Morelli's II Inc.
                                   --------------------------------------------

         Former name if applicable
                                   --------------------------------------------

         Address of principal executive office (Street and Number)

                                        2 Park Plaza, Suite 470
                                   --------------------------------------------

         City, State and Zip Code       Irvine, California 92614
                                   --------------------------------------------

                                                           [NM\12B25:63096K.12B]

<PAGE>



                                     PART II

                             RULE 12b-25(b) AND (c)

          If the subject report could not be filed without  unreasonable  effort
or expense and the  registrant  seeks  relief  pursuant to Rule  12b-25(b),  the
following should be completed. (Check appropriate box.)

                    (a)       The reasons described in reasonable detail in Part
         ---                  III of this form could not be  eliminated  without
                              unreasonable effort or expense;

          X         (b)       The subject  annual  report,  semi-annual  report,
         ---                  transition  report on Forms 10-K,  10- KSB,  20-F,
                              11-K or Form  N-SAR,  or portion  thereof  will be
                              filed on or before the 15th calendar day following
                              the prescribed due date; or the subject  quarterly
                              report or transition report on Form 10-Q,  10-QSB,
                              or portion  thereof will be filed on or before the
                              fifth  calendar day following the  prescribed  due
                              date; and

          X         (c)       The   accountant's   statement  or  other  exhibit
         ---                  required by Rule  12b-25(c)  has been  attached if
                              applicable.



                                    PART III

                                    NARRATIVE

                                 Not applicable


                                     PART IV

                                OTHER INFORMATION

          (1)       Name and telephone  number of person to contact in regard to
                    this notification.

                    Steven H. Dong        (714)        533-5382, ext. 21
                    --------------      ----------     ------------------
                      (Name)            (Area Code)    (Telephone Number)

          (2)       Have all other periodic reports required under Section 13 or
                    15(d) or the  Securities  Exchange Act of 1934 or Section 30
                    of the  Investment  Company Act of 1940 during the preceding
                    12 months or for such shorter period that the registrant was
                    required to file such report(s) been filed? If the answer is
                    no, identify report(s).

                                 Yes     X No
                              ---       ---

                                                           [NM\12B25:63096K.12B]

<PAGE>



          (3)       Is it anticipated that any significant  change in results of
                    operations from the corresponding period for the last fiscal
                    year will be  reflected  by the  earnings  statements  to be
                    included in the subject report or portion thereof?

                               X Yes       No
                              ---       ---

                    The Registrant is awaiting certain information from overseas
                    to complete it's audit and depending upon the outcome of the
                    information, the results of the Registrant may significantly
                    change from prior fiscal year.



                             Nona Morelli's II Inc.
                  -------------------------------------------
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.



Date: September 27, 1996                          By:/s/Steven H. Dong
                                                     --------------------------
                                                       Steven H. Dong,
                                                       Chief Financial Officer

                                                           [NM\12B25:63096K.12B]

<PAGE>



                           RAIMONDO, PETTIT & GLASSMAN
                 PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
                           ACCOUNTANTS AND CONSULTANTS
                          UNION BANK TOWER, SUITE 1250
                  TELEPHONE (310) 540-5990     FAX (310) 543-3066D
                           TORRANCE, CALIFORNIA 90503

Carol Raimondo, CPA*
Timothy D. Pettit, CPA*
Kurt S. Glassman, CPA
Grant N. Niman, CPA*
Jacques Welche, CPA*

J. Ten Vidman, CPA
Gene E. Lim, CPA
Patricia E. Lemire, CPA
Michael C. Hotra, CPA
Rhonda Richlen, CPA

* A Professional Corporation



                                            September 23, 1996



Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

Gentlemen:

This letter is written in response to the  requirement of Rule  12b-25(c)  under
the Securities  Exchange Act of 1934 and in  satisfaction of item (c) of Part II
of Form 12b-25.

We are the independent  auditors of Nona Morelli's II, Inc., (the "Registrant").
The  Registrant  has stated in Part III of its filing Form 12b-25 that is unable
to timely file,  without  unreasonable  effort or expense,  its Annual Report on
Form 10-KSB for the period  ended June 30,  1996.  This firm is unable to render
its  report  on or  before  September  28,  1996  because  our  firm has not yet
completed our audit of the financial statements of the Registrant for the period
ended June 30, 1996.

We hereby advise you that we have read the statement  made by the  Registrant in
Part III of its  filing  on Form  12b-25  and  agree  with the  statements  made
therein.

                                        Very truly yours,



                                        /s/Raimondo, Pettit & Glassman

                                                           [NM\12B25:63096K.12B]


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